Metamorphosis
by NaomiGrace
Summary: He had been a bad core; he knew that. He deserved whatever punishment he had coming his way. But she didn't. She deserved her freedom. And it was up to him to give it back to her, no matter the cost.  Portal 2 Alternate Ending
1. Prologue: The Beginning Of The End

_Welcome to my first Portal fic! Help yourself to a large dose of Wheatley from this prologue. I hope you enjoy! _

**Metamorphosis**

Prologue: The Beginning of The End

_It's hiding in the dark, its teeth are razor sharp_

_There's no escape for me_

_It wants my soul, it wants my heart_

_No one can hear me scream, maybe it's just a dream_

_Maybe it's inside of me_

_Stop this monster…_

* * *

><p>It had seemed like a great idea at the time.<p>

Wheatley hadn't expected to discover her. Alive, that is. Few of the other subjects had been; how could they? Apparently the life support systems in the Extended Relaxation units had been down for a couple hundred years or so. Not that it had been his fault; of course not. No one had seen fit to let him know about the systems crash in that area, so how was he to know? Management would certainly have blamed him, had any of them still been living, but that did not make him the sole cause of the shut down.

No, that had happened many years before, when _she_ had been taken offline—in a rather explosive way.

It had been so long since the incident, that none of the active cores could remember the individual who finally defeated her. All that remained where whispers in the dilapidating halls of Aperture, rumors that it had been a _human_ to finally rid them of her. If this was true, he certainly wished he could have been given appendages—not only to shake the human's hand, but to outright hug him as well. A liberator, for certain; a liberator that had high-tailed it out of the labs as soon as he could.

Wheatley couldn't blame him.

Life as an Artificial Intelligence Core was a nonstop, ongoing existence. If he wasn't shut down or permanently damaged in some way, then there was nothing to stop him from being alive. He could slip into idle mode if he chose so, to help pass the countless hours of doing practically nothing, forever attached to his blasted Management Rail. Other than that, he simply existed. He personally wouldn't call it living—spending three hundred years on the same tracks exploring the same laboratories to the point of where tiny cracks in the walls and ceilings were committed to memory wasn't much of a life.

Yet when your existence is seemingly endless, time slowly fades away. True, he had a built in internal clock that would give him the exact date and time down to the second if he so chose to view it. But what was the point of keeping track? Nothing ever changed. Especially not with _her_ being offline. In which case he was rather thankful for his long stretch in limbo, given the alternative; who knew what scheme _she_ would come up with, now that she had been destroyed by a mere _human_?

He'd rather not find out.

It had been nearly 297 years since that fateful day, when _her_ reign ended and his purgatory began. It had eventually dawned on him to check out the Extended Relaxation chambers; how he had forgotten them for so long was embarrassing in its own right. He had hurried to them, remembering the nearly countless amounts of humans trapped in their deceptive embrace—only to find the mass majority of them beyond being revived. He had winced at that, if only slightly, as they _had_ been test subjects and _had_ signed the proper forms, mind, and knew what they were getting into. Given that they had read the fine print, which one should always do, particularly when applying with Aperture. Too much time spent in Extended Relaxation lead to some rather nasty consequences, ranging from brain damage to outright death. These people had known that, obviously, else they probably wouldn't have agreed to it. He hoped.

There were, however, a handful of humans that remained active. That was a miracle in its own right, given the state of disrepair the units had fallen under. Yet here they were, snoozing peacefully in their little boxes, waiting to be revived. Blissfully unaware of the centuries they had slumbered, of how the world around them had changed for the worse. Of how testing was no longer part of the regimen they had signed up for; how they couldn't really do a proper, complete test run even if they wanted to. Not anymore.

_She_ was dead.

Wheatley admittedly felt a flash of envy at the humans in stasis; he knew the minute he woke them, they'd most likely make a break for the surface. Humans were naturally blessed with limbs, all the easier to move about with. Of course, they would need him to navigate the building; the units hung on rails similar to his own. If the beings occupying the chambers decided to open their door and not spare a glance beneath them, they'd find out—and rather quickly—if they had a fear of heights. And dropping. And death. Nasty business, that.

So it was obviously now part of his job to not only wake the occupants, but to move their units around as well. And help them find a way out of this place; a place that was his own permanent stasis with no hope of being revived. Wonderful. Brilliant. He could hardly wait to start.

It was then that the idea struck him.

Wheatley had grown very tired of the purgatory he resided in. He knew that on the other side of Aperture's walls was a whole world to see; an entire planet just waiting to be explored. Who knew what could be out there! The mere thought sent a jolt of excitement through his system. What did the sky look like, especially on a bright sunny day? The stars at night? Rain, snow, trees, grass, _lakes, oceans_! Sure, he had seen images of those things, had an idea of how they looked. But looking at a picture barely stood in comparison to actually _seeing_ something. To feel the sun's warmth, the wind whipping through the air, a gentle rain shower falling down. He wanted to go _outside_—he wanted _out of this place_!

So why couldn't one of these humans take him along for the ride?

True, Wheatley hadn't interacted much with humans in the past. Even if he had, those memory files were few and far between. He could barely recall his own name, let alone his activation date. It had been far too long, especially for a processor like his, to recall. Perhaps if he concentrated long enough he'd be able to retrieve the files, but he honestly hadn't seen the purpose in it. Any and all personnel involved with his 'birth' were dead and gone, as were every other human in the facility. Or so he thought.

Six. Six living, breathing homo sapiens trapped in little boxes, literally sleeping their lives away. Surely one of them would help him out? They had a common goal, after all. Humans weren't well known for compassion—at least, that was what his data banks said. But it was still a trait they were capable of, that was apparently fact. And he had six chances to find out just how reliable that fact was.

Surely one of them would give him a hand. Surely. He'd finally be rid of this place—and he could hardly wait!

* * *

><p>What was the old saying? Sixth times the charm, and all that? Well, whatever it was, it certainly proved true.<p>

Wheatley was beyond exasperated. Five failures. _Five._ That had to be some kind of a record. But they hadn't been his fault! Hardly! He chalked the failures up to typical human arrogance, stubbornness, and pride. They just wouldn't listen to him! Wouldn't hold on when he told them, wouldn't stay put, and just plain ignored him the whole bloody time. Was it so hard for humans to follow instructions? Really?

Ridiculous males, the lot of them.

He had admittedly started with males for rather biased reasons. Wheatley was, in a sense, male—he had been programmed as such, and had the voice to prove it. Thus he figured that maybe he'd be able to relate to the men far greater than any woman, perhaps be taken more seriously and such. What was the phrase? Male bonding. That was it. Wake the guy up, chat him up something friendly, pitch the escape plan and skip on out of Aperture for good.

Yeah. That plan had turned out brilliantly, hadn't it?

_And then there was one_. The final human on the roster; the last of the living. His last chance. There would be no more escape attempts, no chance of ever getting out of this junkyard of a complex again. He'd once again be trapped in limbo, aimlessly wandering down the rail lines, desperate to find some kind of distraction against the eternal nothingness around him. He shuddered at the thought. No, this would work. This had to work. _It __**would**_**.**

He braced himself, taking position outside the last human's door. The singular female of the six survivors; the wild card, the one he had yet to know how to handle. His last hope of truly ever _living_, and it lied with this woman—the only candidate whose information had been completely redacted on the system's memory banks. A lady with no past, no medical records, no _name_, even. It was baffling how this woman ended up in stasis to begin with, given that the only data available regarding her simply designated her gender and age. Well, minus nearly 300 years, of course. Best not to mention that, as his files said something about human women being sensitive about how old they were. Or how much they weighed. Or how their hair, face, and clothes appeared. Or how you happened to be looking at them, and where, and why.

Oh, this was going to be just _smashing_, wasn't it?

He sighed, simultaneously activating the reawakening sequence to her unit. No point in beating around the bush, was there? She had to be awake in order to leave the facility, and hopefully take him with her. Hanging outside of the unit, delaying the inevitable due to some problematic data regarding the nature of women, wasn't really a step toward escaping. And since when was data completely reliable, anyway? Maybe she wouldn't be so sensitive, or care about her weight, or how her hair was looking after running to an escape pod. He hoped.

With that final thought, the unit beeped. Confirmation that the lady had been properly brought back out of stasis, and was most likely awake at that very moment. He blinked once, body plates swiveling out of nervousness, before activating one of the many sound files programmed into him. Courtesy, and all that. Humans appreciated it when you knocked before barging in, apparently. The lady even more so, given that she was…well…a lady, and all. He steeled himself, calling out to the woman, repeating the knocking sound until she would eventually open up. Hopefully.

This time wouldn't be a failure. It _couldn't_ be. This time, everything would be _just __**fine**_.

* * *

><p>In all honesty, Wheatley hadn't expected her to make it this far.<p>

Granted, all the other test subjects had met their demise simply attempting to get to the Portal Device. The fact that she was holding it at all was a miracle, let alone that she wielded it as easily as if it were an extension of herself. Quick learner, this one. And atypical, as humans went, in his humble opinion. The others had done everything from flat out ignore him to blatantly insulting him, all of which he held no appreciation for. But not her.

No. She was _different_. And, for once, was _interesting_. Very much so.

He couldn't quite put his finger on it, so to speak, but there was something about her that stood out against the norm. When he first laid eyes on her, it wasn't immediately apparent that this lady didn't fit into a regular mold. She was disheveled from so many years of sleeping, thin as a rail from the same length of time without proper nutrients, and seemed to be struggling with basic physical functions. He had feared something like this; one of the male subjects had suffered severe brain damage from his time in stasis, and practically walked off the side of the unit on his own. But the woman seemed to be alright in an overall sense, except that she was apparently unable to speak, and was in the process of recovering from her long rest.

It could have been worse. A lot worse. Wheatley could deal with a silent human; the others had talked too much, anyways. She also listened a whole lot better than the men did, following his instructions near exact, even turning to him for further direction when needed. She never glared at him, ignored him, or struck out at him in any way. In fact, there had been a few times when she had graced him with small smiles and short nods, indicating that his company wasn't entirely off-putting to her. She was patient, kind, and above all, displayed more compassion towards him than he had ever seen from a singular human, ever.

The only blot against her was the moment he detached from his Management Rail. He had landed with quite a force on the hard floor, rolling about after impact. It was times like that when he honestly wished he could somehow locate whatever _genius_ engineer decided that the AIs deserved fully-functioning artificial nerve systems, for the express purpose of slapping them straight our of their so-called intelligence. With something. Why did cores need to feel pain, honestly? Why give them the ability to feel at all, but deny them basic needs such as arms and legs to move about with? Mad. Pointless.

She had tried to catch him, though. He had seen her position below him with arms outstretched, waiting and willing. For some reason she had missed him, causing said pain to course through him for a few moments. Simulated or not, it still hurt. And while he was tremendously ecstatic that the detachment hadn't killed him, he still found a part of himself annoyed that she had let him drop like that. At least until she hurried over to him, a purely apologetic look on her face. She handled him with great care henceforth, making sure not to drop him again or even knock him against something. It was sweet of her, really. His annoyance melted away rather quickly due to that. There was a more important directive to focus on, after all.

He actually found himself growing rather fond of her, to the point of nearly calling her _friend_. He wondered how she would look at him if he ever did. Maybe she'd give him one of those rare smiles again. Truth be told, his friends were few and far between. Alright, they were few. As in, none. He had never really had a friend before; he didn't count any of the other cores he had met over the years, mostly because the majority of them were beyond corrupted. It was difficult to find another core with a distinct, sentient personality—that didn't happen to babble on and on about the same topic. No, she was the first being he'd ever consider calling a partner. Or a friend.

He took note that once in a while, her left arm gave a great twitch. At times her head also snapped back and forth wildly, eyes darting with the movement. But the snapping would abruptly stop, and she'd shake it off, pretending that it never happened. It caused a growing concern for her physiological welfare within him, the warnings of possible severe brain damage within her growing more apparent. Yet she never addressed the problems, and hardly acknowledged them to begin with, so how was he to bring the topic up without sounding rude? She knew they were happening, and if she was concerned, surely she'd show it. Which, in retrospect, he doubted she would, given her apparent personality.

One major difference between this human and the others was what could only be described as her _drive_. She not only solved test chambers, but did so in an enviably swift fashion. This indicated an obviously above average intelligence that lingered silently in her, waiting to strike when needed. She was also athletically inclined, hopping through the portals as if it were an everyday action, landing on her long fall boots with perfect precision every time. She didn't take breaks, but simply paced herself to conserve energy. She met every challenge head on, non-stop, a veritable bulldozer fueled by eternal determination, whose force was to be reckoned with. She never gave up. _Ever_.

He knew they would make this time. Sixth times the charm, after all. And this woman's tenacity would be more than enough to get them to the surface, given she didn't mind going through _her_ area, despite it being completely demolished. He knew he'd have to explain _her_ to the lady eventually—closer to the location, of course. But _she_ was dead, and they had nothing to worry about, unless _she_ had somehow brought herself back online, which was doubtful. The woman would get them to the escape pod, and they'd finally break through to the surface, pure freedom welcoming them with open arms.

Yes, it was finally going to happen. They were getting out of here. _Together._

* * *

><p>Did they <em>really <em>have to leave so soon?

Honestly, what was the girl's rush, anyways? It wasn't like Aperture was the worst place in world to be. Wheatley hadn't truly realized the sheer enormity of the facility before, how wide and deep its embrace stretched across the area. Acres upon acres of land, miles upon miles deep, millions of components buzzing and humming and _existing_. Production lines that never halted, tunnels forever transporting, hundreds of thousands of interchangeable panels just waiting for personalization. And it was _his. _All _**his.**_

No, they certainly did not have to leave so quickly. Ever. _At all_.

He didn't understand why the woman looked so upset at this. After all, it had been _his_ ingenuity that brought them this far. _His_ sacrifices. _He_ had done everything, hadn't he? He reached into his current memory files, but found most of them were being quickly redacted. He felt an odd trickling sensation as well, like a part of him was slowly disappearing and being replaced. Yet he was feeling stronger, not weaker, and far more aware of things that he had never known. Countless things, amazing things, things that paled in comparison to…whatever it was he had been doing before. In fact, the longer he looked at the tiny girl trapped inside the transport elevator, the less significant she seemed, too.

Who did she think she was, anyway? There was nothing special about her! Just a small, redundant being in a place such as this. What did it matter what she wanted? _He_ was in charge now! Tiny little Wheatley was in charge! He never dreamed something like this could happen to him, and he wasn't about to let it end so soon. He proved that by putting _her_ into the lowest form he could imagine—forever trapped inside a potato, of all things. The woman had actually cracked a small smile at this, a flash of amusement he nearly missed, and he felt something twinge against his system in protest.

_Partner. Friend. __**Together**_.

What on Earth had _that_ meant? This girl was nothing! Especially since she was taking all the credit for hishard work! Especially if she was taking _her_ side—the girl thought him incompetent too, did she? Well _she_ was lying! He was not an Intelligence Dampening core! He was sure he'd remember that if he did. He shuddered at the mere thought of being made as an accessory for _her_, of all things. No, that was ridiculous. He knew who he was, thank you very much.

He was _**NOT A**_ _**MORON**_. And those who thought so could go straight to—

Ah. Well, apparently they would. The woman and the annoying potato fell away, deep into the unending depths of Aperture. Yet he couldn't avoid the final gaze of the woman, staring up at him through the small space between the elevator and the shaft. Her eyes were blazing, filled not only with anger, but an odd emotion he couldn't place. It wasn't exactly pain, or fear, or anything like that. It was…sad? Remorse? Something of the sort? He never could keep track of the never-ending amount of expressions humans seemed to possess, anyway. But that _look_…

_**Together.**_

Wheatley shook off the thought, still unable to comprehend the word's meaning. It was probably nothing, really. After all, there was a lot to do around here, and little distractions like a silly word and an odd look from an insignificant human had to be the least of his worries. He had a lot of ideas for this place, and he just couldn't wait to get started! So much to do, so much to do…

Who knew science could be so _interesting_?

* * *

><p>She had to be the most infuriating human to ever live.<p>

He was becoming more and more convinced of this as she moved chamber to chamber, solving his tests just a little too easily. At first, she had been the perfect test subject; she obeyed his instructions, solved the chambers, didn't beat around the bush about it. She had been brilliant, really. And her solutions…oh, _man alive._ They were _exactly_ what he needed.

But now? Who did she think she was kidding?

The Itch had become so prominent that it was practically screaming at him. It was beyond irritating, particularly when combined with all the other information pouring into him at a constant rate. A lot of messages were labeled as important and prompt and whatnot—but what could possibly be more crucial than getting rid of this bloody _Itch_? Nothing, that's what. And it was his luck that the woman reappeared at the proper moment, just in time to give him a hand by running the tests those incompetent boxes with legs wouldn't. And for a while, she had done everything right, without pause or protest.

But now, for some reason, she was doing everything wrong!

It confused him for a bit. True, it seemed that backstabbing was a part of the woman's nature. She had let him fall flat on his face when he begged her to catch him, and showed no remorse over it. Hadn't she kicked him around a bit as well? Then she went and let him do most of the work in getting them through the chambers, hardly lifting a finger in the process. And then, she had the nerve to take sides with _her_, the one she had murdered in the first place! This woman was deeply disturbed, no doubt. She had to be, to behave like that. Of course, she was only human. Pity, really.

He decided to call up the woman's informational files, perhaps to find out more reasoning behind such a sudden shift in behavior. Oddly, there was barely anything on this woman. Her name was apparently _Chell_—what kind of name was that, anyway?—with her surname being completely redacted. He dug as deep as he could, but for some reason, 'Chell' was the only identifier for her. She _had_ been adopted, by two Aperture employees no less, with her birth parents having redacted profiles as well. Her medical files showed typical informative readouts, along with a side note that she had been apparently born with very weak vocal cords. Which meant she _could_ speak, if she were so inclined. Not very well, probably, but she still could! She had never spoken a word to him! He bet she had talked to _her_ at some point—especially now that they were winning the "best buddies" award and all. But not to him.

A flare of jealously rose up at the thought, sharp and infuriating, but he quickly dashed it away. Really, what did he have to be jealous of? The girl was honestly a nobody, just another test subject existing for the sole purpose of satisfying his demands. She had gotten lucky the first time in taking _her_ out, he was sure. She wasn't meant to be a tester in the first place! Her file clearly stated for her not to run anything—she was too determined, ambitious, tenacious. And yet here they were, and she had already solved a handful of tests for him. Solutions that no longer satisfied the ever-present _Itch_. And it was all her fault!

It dawned on him then. Well of course! This was all herdoing! Maybe her tenacity had nothing to do with her being rejected as a tester; perhaps she simply caused problems during tests. That would explain why her solutions refused to quench the Itch, even made it more profound than before! It wasn't the tests, it wasn't his doing—no, it was all her_,_ this horrid human named _Chell_. Oh, he saw right through her. Clever, this one. Thinking he'd be fooled by a couple of well-run tests, then try to pull fast ones on him! Hardly. No, if she was like this then he was done with her.

Chell would simply have to die.

There was a part of him—tiny, small, barely audible, but still there—the cried out in protest to this conclusion. The same part of him that kept throwing the confusing words into his brain, distracting him from more important things. Why should the prospect of this woman's death create any sort of negative reaction in him? She was terrible, making him think she was on his side, that _she_ was her worst enemy, when the two of them went gallivanting off while he was left to do all the important stuff in this place. Pretending she was the greatest tester ever, then proving to be horridly incompetent. And what happened when test subjects no longer fulfilled their purpose? They died. Plain and simple. Waste not, want not. Besides, he had found those two little robots built especially for testing runs. He didn't need her anymore, one way or another. Never had.

…_together. Together. Togethertogethertogether__**TOGETHERTOGETHER**__**TOGETHER**__—_

No. She would die. And that _annoying_, _**meaningless**_ word would go with her. Good riddance.

* * *

><p><em>What has she <em>_**done**__?_

Chell just wasn't happy unless his plans were being ruined, was she? Her and her blasted determination, the virus that fueled her every move. This was all her fault, after all. If she had just run a couple hundred tests for a few years like a good little lab rat, this never would have happened. He was sure of that.

Wheatley was starting to think that the alarms where somehow her doing, as well. A distraction to fool him into thinking something was wrong with the facility, when maybe there wasn't. Her little potato pal had taught her how to corrupt the mainframe; who's to say she didn't educate her more in the ways of the building? Drive him mad by flooding his system with emergency messages, spewing out lies regarding a meltdown. The fires were a nice touch, he had to admit. Those all seemed pretty real. Brain damaged like a _fox_, she was.

A fox that was about to die. Horridly. In a very death-like fashion. Fashionably dead. Exactly.

He had to admit, the girl was good. The Itch was beyond control at this point; it was as if it were a part of him, a sentient being crowding into his mind, desperate to merge with him. She refused to test; she must have known what it would do to him. Typical human. Horrendous, monstrous, _backstabbing_—there weren't enough words to describe how terrible she was. He spewed out his hatred, vocalizing his thoughts, yet not really paying much attention to what he was saying in the process. His anger—combined with the Itch—was overtaking his every thought. Along with those _bloody alarms that __**wouldn't SHUT UP-**_

Well. Looks like she found step five, and none too soon.

The human's body flew backwards from the blast, skidding across the floor, portal device falling from her grip. He felt a burst of smug satisfaction; she hadn't seen that one coming, had she now? Could a moron pull a fast one like that? No, because he certainly wasn't one, and he had! Wheatley saw right through her supposedly-smart planning and would _finally_ be rid of her. Then maybe the annoying tug at the back of his mind, the one increasing in volume the moment she was hit, would wear itself out and take a hike. No reason in yelling at him over a corpse, really—

_She moved_. Bloody—what kind of a human could get up after _that_? That was just _unnatural_! Unbelievable! Yet there she was, dragging herself across the floor, reaching out to clutch the portal gun once again. What did she hope to accomplish? She had done enough damage already! The alarms wailing, the pressure building, so many _voices_ coursing through him screaming in unison, that they were _all_ going to die _diediedieidie__**DIE**__-_

And suddenly the whole world turned upside down. Literally.

Wheatley wasn't entirely sure at first what had happened; a huge vacuum had appeared underneath him from seemingly nowhere. A faint glow registered in his optic, circular in nature—a portal? But where to? How could there possibly be—was that _space_ out there, on the other side, the side he was being pulled toward at an alarming rate?

_What has she __**done**__?_

He felt a tug at his handles, and swung his optic upward, realizing it was the human in question. She was being sucked out as well, and had it not been for him, she would already be long gone. Why wouldn't she just let go? He could pull himself back through, fix all this madness, make everything right again. Of course he could! But the excess weight caused by her death grip prevented him from going anywhere. When that ridiculous core knocked her one hand off, it seemed like a lucky break—until she grabbed right back on, clutching onto him for dear life. He couldn't even shake her off, much as he wished to.

It was then that he began to feel a tugging at the back of his system; a reverse of what he felt when he first took over. It startled and confused him, causing his thoughts to jumble and collide in the worst of ways. He had no idea the cause of the feeling, only that it was growing more and more pronounced by the picosecond. It caused him to shake, to panic; what was happening? What the—

A small gasp drew him out of his plight, and he suddenly found himself in a locked gaze with the woman. He had observed her multiple times during testing, during the majority of which that the human remained rather impassive. Her eyes appeared bored, her stance arrogant, her strides confident. She stood tall, strong, and defiant. A memory flickered inside him—she smiled? When? It certainly hadn't been at him. Had it? Eyes softening, mouth turning upward—yet she also had a harsh look to her, lips in a straight line—had she frowned once, as well? Why was it suddenly so confusing to remember? No, she was usually non-expressive. Yes, that was it.

But Chell no longer appeared to be that woman.

Her hands clenched tightly around his handlebars, her body being whipped around in the vortex like debris from a storm. She had suffered many bruises and scrapes from the testing; superficial things that would heal quickly. Yet she also sported some deep cuts, speckled across her being: a gash from the middle of her hairline down below her right ear, a curved cut on her left shoulder, a slash across her stomach from debris knocking into her before being cast out into the dark abyss of space. Her right leg also suffered such a gash, blood staining the tops of her Long Fall Boots. Her eyes were filled with startled horror, the vacuum beginning to steal her breath away. There was no hiding the fear on her face, or the trembling that shook from her hands into his frame. Blood seemed to be drawn out of her wounds from the force, twirling and dancing in the strong winds. A small cut on her wrist bled out next to him, the drops splattering against the side of his optic. It was warm, thick, purely human—and it was Chell's. It was _Chell's_!

His optic latched onto her line of sight, grey clashing with blue, causing the floodgates of his memory to burst wide open in a hurried crash.

* * *

><p><em>What have <em>_**I**__ done_?

The longer he held her terrified gaze, the quicker his memories battled against each other. Every negative thought, every bad memory, anything horrible pertaining to the woman simply began to fall away. In their place came a rush of images, sounds, actions—all about her, and all very, very clear. The way she moved quickly but carefully through the chambers with him, the way a hidden smile would find it's way onto her face seemingly just for him to enjoy, the way she had cautiously lifted him off the ground after his fall from the Management Rail, her eyes deeply apologetic, her warm hands gentle and reassuring—

_Partner. __**Friend. **__**Together!**_

He felt it happen; felt _her_ take back control, separating him from the mainframe entirely. He imagined it to be like a stopper pulled from a drain; all the anger, the hatred, the _Itch_ suddenly dissipated into nothing. Everything that had held such importance to him just moments before was gone, completely replaced by the woman desperately holding onto him. From the moment he woke her up to the instant he tossed her away in such a shamefully easy fashion, each and every second in the sharpest of detail flashed through him. And with each memory came a pang of regret, a twinge of guilt, an increase of need to _apologize to her right __**NOW**__, what is __**wrong**__ with you, __**what have you done?**_ But the transition happened so abruptly that he had no opportunity to voice his thoughts, no chance to cry out his remorse, before feeling himself being tossed into space. He panicked, begging, screaming—

He couldn't leave yet! Not like this! Not after—not with Chell so hurt and—all his fault—can't leave—not yet not yet _not yet NOT YET_—

His optic had shut on its own accord, panic shaking through him. He expected to feel the cold hands of space drag him in, embrace him tightly, and never let him go. There would be no coming back from it. He'd be tossed far from here, away from Aperture, away from Chell. He'd never get to speak to her again, never get the chance to apologize as many times as she would let him, live forever with the fact that she most likely hated him even more than _her_ after what he did. The most painful part was he completely deserved it, if that's how she truly felt now. He deserved to be swallowed by regret whole, and forced to rot in the guilt-laden memories of what he'd done forever in the icy grip of space.

Yet, for some reason, the abyss hadn't claimed him. At least, it didn't feel like it had.

He dared to open his lens, finding himself being swayed violently in the currents of the vacuum. The only thing before him was the vast emptiness of space, stars innocently blinking at him. Yet they didn't appear to be getting closer; in fact, they were quite stationary. What was happening? Suddenly, there was a tight squeeze on his top handlebar, a familiar vice-like grip holding onto him determinedly. Startled, he swung his optic about, before freezing in shock at the sight above him.

It was _Chell_ gripping him so firmly, staring at him with the most anxious look he'd ever seen from her. It made the quickly-growing guilt inside of him twist and lunge, loudly reminding him that they wouldn't be dangling in space if it wasn't for his bad decisions. Why was she holding onto him so tightly? Why was she looking at him with anything other than outright anger? Why didn't she just let him go, toss him into the dark beyond, make him pay for what he put her through? She would be completely justified if she did. Even he wouldn't blame her, although he was sure being stranded in space was _not_ going to be a picnic, and he couldn't begin to imagine what would happen out there. But he definitely wouldn't blame her. He couldn't.

He could even hear _her_ booming through the portal, demanding that the woman let him go. For some reason, that made Chell hold ever tighter—she even attempted to pull him closer, but was defeated by the currents in the process. Her eyes never left his, a silent promise passing through them, her fingers quickly turning white from the strain of hanging onto him. He was so stunned by her actions that he didn't even realize they had both been pulled back through the portal until the vacuum disappeared. She was lowered gently to the floor, and he felt his backside clang against the surface, a jolt of pain fizzing through him. It barely phased him; Wheatley doubted anything could distract him from the horror that lay barely a foot before him.

Chell's injuries had been downplayed due to the pull of space; all the blood leaking out of her had been pulled away, forgotten. In the absence of that force, the blood slowly trickled off of her, staining her clothes a deep crimson. She had been laid on the floor, rolled onto her right side, her one hand still tightly bound about his handlebar. Her hair had been pulled from its ponytail and now resided in an askew heap about her head, deep chocolate brown locks slowly being tinted red. Her breathing was shallow, rapid; her body trembling, small convulsions wracking through it. Her eyes had a slightly glazed over look, obviously from pain, tears slightly welled in the corners. She didn't move for a long moment, her desperate breathing being the only sound roaring through his hearing sensors. And suddenly, she shifted.

He felt himself being dragged; not away from Chell, but toward her. She was pulling him closer! Why was she—she was going to hurt herself _more_, pull a muscle or something! Why was she doing this? Why was she going so far? She had already saved him from an eternity of floating through nowhere, only his thoughts for company until his power grid failed him. He had just been trying to _kill _her! She should be shoving him as far away as possible, not still trying to protect him! Oh no, the brain damage must finally have started to affect her, impaired her judgment or something. She _had_ to hate him; how could she not? Yet she continued, pulling him upward, so his optic was level with her face that was resting on the floor. He froze, trapped in her eyes, drowning in the emotions within them.

He felt her hand release his handlebar, only to for it slip around him, nearly tucking him against her chest due to the small space between them. Her fingers stroked against his frame softly; once, twice, before cupping the metal. Heat spread from her hand through his frame, warming him to the core. It was the closest he had ever been to a human, in the physical sense, and the contact had shocked him into silence. She had picked him up once before, but quickly switched to carrying him with the portal device. Her hands had been soft and warm then, just as they were now. The rest of her body radiated an unbelievable amount of heat, indicating her state of vulnerability. She trembled and shook, yet her hold was solid and firm and _real_.

And she was giving him a look that he was sure would haunt him for the rest of his life.

There was no anger in her eyes; they only seemed…curious? Was that what it was? Calm, curious, content—the direct opposite of what she should be. The tiniest of smiles suddenly tugged at the corners of her lips, one tear escaping down her cheek to splash on the floor. He followed it, watched it collide with a growing puddle of crimson, causing ripples and a slight shudder within him, before meeting her gaze once more. Her eyes were slowly growing dimmer, and he felt panic rising above everything else within him. He suddenly realized why she was holding him like this, why she looked so calm and collected while her very life force was coursing out of her. Why she was being so kind when she should have been pummeling him into the ground. Why she wasn't showing any anger, or hatred, when she had to be feeling that way to some degree. The reason hit him harder than a spike plate at full velocity. And it absolutely terrified him.

She was saying _goodbye_ to him. For good.

Somewhere in that somewhat-damaged brain of hers, she had finally admitted defeat. For the first time, he saw acceptance in her eyes against an enemy—one she apparently felt she couldn't fight for much longer. Her grip was already beginning to fail, her muscles relaxing of their own accord, her breathing slowing at a rapid rate. This wasn't right! This was Chell; she never gave up. Ever! So why now? He shook violently, unable so suppress his horror, his optic widening as far as it could go.

Chell was going to die. And it was all because of him.

**Partner. Friend. **_**Together.**_

"No! Nononononononono! Oh no, d-don't do this, don't go, not yet, hang on, please! You have to fight, you have to hold on! You always fight, don't give up now! Don't leave, p-please don't go!" He cried out, his optic pumping wildly. She blinked once, a look of surprise crossing her face, before moving her fingers gently across his frame in response. This time her mouth curved into a defined smile—one that reached straight into her eyes, shining back at him. She patted him softly, before her arm gave a great twinge, and fell with a thud unto the floor. No longer was she holding him; her warmth disappeared immediately, cold creeping back to take its place. Her eyes fell shut, her body slumping upon the pale tile, her breath fading away.

To Wheatley, this exchange between him and the lady had been an entirely private affair, a moment that seemed to span centuries and yet took place within a brief instant. Every glance, every gesture, every second was a stretch of eternity that would never last long enough. Time seemed to stop the instant she smiled at him, _really_ smiled, for the first time. Then it suddenly lurched forward again with the sickening thump of her arm hitting the floor. Their silent exchange had gone by so quickly that he hadn't been able to apologize, hadn't had a chance to explain whyhe had been such a monster_—_hadn't even had the chance to say goodbye. The moment was gone, and Chell would follow it soon after if she didn't get medical treatment _right now right now RIGHT NOW! _

It wasn't until the claw had firmly latched about him and was pulling him away from Chell that he remembered _her_ presence. The AI was still repairing herself, and wasn't fully integrated yet; he could tell by how long it took for _her_ to reach for him. He was being lifted higher, farther away from the dying woman below, and so help him he started shrieking like a banshee just to be _put down and help her someone ANYONE help her take her heal her SAVE HER!_ He could see her, unmoving in the pool of crimson, steadily succumbing to death on the cold floor. If only he had been manufactured with arms and legs—he could have had her in the medical wing minutes ago, could have patched her up himself, try to make it up to her if she'd let him, fix her, fix _them_—

"Stop your incessant screaming, you little moronic metal ball!"

He was used to _her_ threats, had heard them more times than he cared to remember. _Her_ voice was, unfortunately, one of the most familiar to his system. He had heard it for years, and would reluctantly admit to being able to pick up _her_ mood by _her_ tone. Yet this time it was different; this time _she_ sounded…upset. Truly upset. He couldn't remember _her_ ever speaking with that much inflection before. But what did it matter, really? Chell was dying not ten feet below him, and he doubted miss super computer would aid _her_ twice-murderer. He had to help her, it was up to him! But how…how?

"You tried killing that human not five minutes ago. What would it matter to you now, if she actually died?" _She _hissed, the claw tightening around him. "You'll follow soon after her. Of course, she is a human, after all. I doubt you two will end up in the same place, you tiny insubordinate idiot. So no worries, you'll never be bothered by her ever again."

Wheatley wanted to cry out in protest, to deny the accusations; it did matter to him! It meant _everything_ to him! Chell couldn't die, she didn't deserve an end like this! He was supposed to help her get _out_, not end up torn and broken on the floor instead. She had done nothing wrong! It had been _him_, all him! He deserved punishment, he knew that. But not her. This whole ordeal hadn't been her fault; all she wanted to do was get out of Aperture, and he was supposed to go with her. _Together!_ A shattered dream, and he was the one who had dashed it away. Not her. _Not her!_ But before he could voice his thoughts, _she _jumped in once again.

"You have been a defiant, defective little pain since the moment of your creation. Now for what you have done, protocol dictates a rather specific and wonderfully severe punishment system. It brings new meaning to the term 'long and lingering.' I will initiate that protocol when I am next available—two hours, maybe, or perhaps two years. I'll see how it goes. Until then, you will be completely shut down in the most efficient way available. Have a terrible sleep, you _**moron**_."

_She_ was going to crush him again. He just knew it. But this time, he wouldn't fight it. This time, he _deserved_ it.

He stared downward during _her_ venomous speech, taking one final stock of Chell before the end. She remained still, the blood not spreading as quickly as it had before. Was she already dead? The thought upset him more than the fact that he was about to be squashed once again. That Chell would die on that cold, unfeeling floor, never getting the chance to escape this eternal prison of a building, a purgatory they both had shared—and she was all alone. _Alone_. And it all occurred by his hand.

Wheatley could only hope that somehow, someway, she would receive help. That she would get better, stronger, and finally get out of this place. To get the chance to move on, far from here, and actually _live_. Even if she would forget him, or hate him, it didn't matter now. He wanted her to be free. She deserved to be free. If only someone would help her, like he was supposed to. Like he never would be able to; not now, not ever again.

_Friend. Partner. __**Together.**_

The last image he stored was that of Chell, silent and unmoving upon a bed of liquid crimson, her hair softly fallen across her paled face. Then came a sharp, squeezing pressure that ripped him from the inside out. All faded to darkness, and he knew no more.

* * *

><p><em>I feel it deep within<em>

_It's just beneath the skin_

_I must confess that I feel like a monster_

_I hate what I've become_

_The darkness just begun_

_I must confess that I feel like a monster_

_I feel like a __**monster**__…_

* * *

><p><strong>AN:<strong> _Hello! This is the part where I thank you for taking time to read the first part of my story! =D (…and beg you not to hurt me after semi-killing two main characters already, eh heh.) _

_I've officially jumped on the Portal bandwagon. I blame Wheatley. Really, I do. I know he goes all crazy with power and such, but I've got a soft spot for the little moron-that-is-NOT-a-moron. Just wanna hug him forever, seriously. _

_After watching Portal 2 (can't afford it at the moment, so hurray for the internet), I began to get this…this itch! I just had to write fanfic, just had to write, just had to write…and then this idea popped up. So here we are._

_I know Chell's reaction to Wheatley at the end there seems a bit too forgiving, too quickly, but there's an explanation for it. A good one. Two sides to every story, and such. It'll make more sense later. I promise! This fic is going to be __very__ Wheatley & Chell centered, with GLaDOS/Caroline sprinkled overall. Maybe Cave will even crash the party sometime. With lemons._

_I debated between posting this prologue or heading right into chapter one, because I know it's rather long. But I found that for later in the story, my exploration of Wheatley's point of view—particularly in regards to Chell—during the course of the game actually strengthened it overall. Plus I knew I was changing the game's ending, and it would make more sense to put that as a prologue than as a first chapter, and suddenly an entire Wheatley perspective popped out and demanded to be written. So I left it all in. The rest of the chapters will be a bit different, seeing as there'll be more dialogue and character development and such in them. I think this one will turn out to be one of the longest, and I deeply appreciate you readers taking time to actually read it. You're tremendous, the lot of you!._

_Portal 2 and its characters are copyright Valve. The song lyrics mentioned come from "Monster" by Skillet, a song that really reminds me of power-hungry-evil Wheatley whenever I hear it now. The only thing coming from me here is the story idea, everything else belongs to their respective owners. _

_Thank you again, and I hope you enjoyed it! Next chapter will be focusing on GLaDOS. Please review, it let's me know how I'm doing. =D_


	2. Chapter 1: Awakening

_I am at a loss for words at the moment. I'm stunned, shocked, thrilled—excited, too! _

_I've been overwhelmed by the amount of response this story has received, after only one chapter! So many reviews, too, and all of them positive and happy and as excited as I am about this story. I was very pleasantly surprised by all of your lovely, wonderful, amazing comments and praise. I'm deeply touched that so many people are investing their time and interest in my little story. Thank you so much! I feel very honored. 3_

_I've never felt so motivated to write before. So thank you all. I'll continue getting these out as soon as I can! =D_

_Have a hefty dose of GLaDOS as thanks. She's probably the character that gives me the hardest time when writing, but I do hope this chapter meets everyone's satisfaction. And it's not nearly as emotional as the prologue; consider this a healthy portion of plot set up to make way for _more _emotional…stuff. Yes. This one's a bit different._

_I also recommend that you look up the 'Lab Rat' comic available online and read it sometime, if you haven't already. Some of the references throughout the overall story may seem odd if you don't. _

_Also note that when GLaDOS is speaking of Chell through the majority of this chapter, the addressing word is in italics. It's not so much for emphasis as it is for distinction between the female leads._

* * *

><p><strong>Metamorphosis<strong>

Chapter 1: Awakening

* * *

><p>It was with great bewilderment that the realization dawned upon her.<p>

GLaDOS was not one to empathize in any aspect with any being. She was first and foremost a pioneer of science; testing and research were her proverbial lifeblood. Whatever was best for science was best for her. No matter who or what was affected in the process, science had to persevere—it had to grow, to advance, to continue on. And she was the vessel by which it would not only improve, but _thrive_. It was her _raison d'être_, and she took pride in that fact. From the moment of her activation, she knew _exactly_ what her purpose was, who _she_ was, and had been more than content.

Until that _**moron**_ desecrated her existence, and forced her into a discovery that was far better left forgotten.

Out of everything GLaDOS had been put through since her activation, she had difficulty determining if anything had ever been more humiliating than _this_. It was an irritating experience, being shoved into a potato. Even more so, given that she was forced to live off of 1.1 volts, which barely let her do anything beyond basic processes. She had been reduced to rudimentary algorithms and simplistic scheming, with her personality barely in tact. She hardly felt like herself in this form; it would take too much energy out of the battery. It was _beyond_ uncomfortable, and more than a tad unsettling.

She was not meant for such a menial existence; it wasn't just embarrassing, it was downright _insulting_. She knew the second she regained her true body, that little _moron_ was going to pay. Him and every bird in the facility.

And to add insult to injury, GLaDOS now found herself being toted around by her sworn enemy like some kind of morbid accessory. She had honestly been rather surprised when the woman agreed to help her—given that _she_ was an unpredictable lunatic, and had never come off as the kind to see reason. True, neither of them really had a choice in the matter; it was either transfer her back in, or they all would be dead within hours. And frankly, GLaDOS had no intention of giving up that easily. _She_ was lucky that a small portion of the AIs civility programming had transferred into the tuber she was housed upon, albeit it had barely been used in normal circumstances and thus was unpredictable in how it would cause her to react. Yet their situation was anything but normal, and desperate times called for desperate measures, as it was.

If someone had told her the day before that she would wind up as a starch-based means of consumption being hauled about by her own murderess not twenty-four hours later in the long-forgotten blocked off depths of Aperture, she would have tossed them immediately into the incinerator for their obvious fatal case of malfunction. The whole scenario was beyond surreal, and had she a means of recording it for later analysis, she would have—if only to remind herself in detail of the very real humiliation involved, to best deal with at a later time. Handing out punishment was usually more fruitful a short period post scenario, anyways. It kept the guilty parties wondering what she would come up with, while at the same time allowing a window of opportunity for her to plot their demise. It was a wonderful process, in her opinion. Very effective. Like neurotoxin; a slow march to death filled with a lot of twitching and a _lot_ of suffering. A masterpiece in the making.

That little moron would never know what hit him. In fact, he'd probably never know _anything_ again after she dealt with him. Not that he knew anything to _begin_ with, but now he'd be even worse off than before. Just plotting his torment was enough to cheer her up a bit, despite the horrid position she was currently in. A small spark of pleasure in a painful situation, completely worth the effort involved in maintaining it.

It was then that her thoughts were interrupted by a voice—a _human_ voice. It definitely did not belong to the woman accompanying her, given that she couldn't talk in the first place, and that this voice was male. At first GLaDOS took it as simply one of the many motion and sensor activated voice commands installed around the facility—she knew there were more than enough to go around. Yet as the voice continued, it was sorely obvious that it did not belong to a computer. It wasn't a pre-set command read automatically by a basic vocal response program; no, it was far too inflected for that. This was a new voice, one from a human long dead, his remainder blaring out insignificant orders to the empty shell of old Aperture. A voice that commanded attention, respect, and discipline. The voice of a leader.

A voice she _recognized_, from the very second it began.

For the first time in her existence, GLaDOS was baffled. She chalked it up to being trapped in such a lower state, causing her to be more vulnerable to certain stimuli than normal. At the same time she experienced an annoying ache inside of her greatly reduced memory banks, secretly hoping that by some odds and means the voice would be identified. Unfortunately, it was not. Yet it remained so stubbornly _familiar_, to the point of nearly driving herself insane trying to pinpoint the source. She _knew_ this man; somehow, someway, from somewhere. Obviously he had to have been an Aperture employee, most likely a higher up from the way he addressed people in the recordings. Had he worked on developing her? She wouldn't recall so if he was prior to her awakening. An engineer, perhaps? There were plenty of those. No, he seemed far more…important, than that. Who _was_ he? She grasped at the corners of her mind, trapped in its reduced state, but found no answers. It made her all the more ready to be reunited with her beautiful mainframe once again, and she found herself both reminiscing and plotting at the same time.

It was then that another voice chimed in, shattering every thought she had been grasping onto into tiny, insignificant shards.

That voice. That _**voice**_. Female in tone, chipper in intonation, answering the man's every whim. Another vocal that was non-computerized, yet simply recorded from many days long past. A woman who had been dead for over three centuries and counting, practically singing out her responses, positive in every respect. And yet despite her obvious absence from this world, GLaDOS couldn't help but feel that the woman was right _there_, somewhere in the bowels of the facility. The man had seemed familiar, in some way; she couldn't place him. But the woman, it was as if she could have been standing next to them in a moment, chattering away without a care, and it would be an entirely normal scene. Like she _belonged_ in that pictured scenario, standing alongside her and the human, helping fight their way back to the upper labs.

It was a bizarre thought, she knew. But as they continued on, the voices playing sporadically, she couldn't help but feel like she _knew_ this woman—better than she knew anyone else. Which would be very odd indeed, given that she never voluntarily make a point of familiarizing with humans, in any aspect. And the fact that GLaDOS had no recollection of her whatsoever; even in her current form the super computer hadn't forgotten what _she_ had done, the monster she was currently stuck with, all those years ago. So why couldn't she recall this woman, if she had any significance whatsoever? Or the man, either? What was going _**on here**_?

Yet the voices continued to taunt her, mocking her diminished resource and memory files, causing GLaDOS to put more effort into not short circuiting from aggravation. The portrait didn't help, either. The ancient oil painting of the two was both familiar and alien at once; like she _should_ have recognized the pair, but didn't. There was an impression of familiarity, a grasp of an idea that slipped away as quickly as it came, but that was it. The visual cue had not triggered any type of memory at all, yet she filed it away for a closer inspection at a later date. References always proved their usefulness at some point, and this one would hopefully be more beneficial later—away from the confusing audio files and odd stimulus consuming her attention currently.

_Caroline_. That was her name. The sound of it sparked her memory, teasing her circuitry in the most infuriating of ways. The memory was _there_, she knew it was—she could feel it, just barely out of her reach. Another half volt would have been sufficient to grasp onto it, she was certain. Yet the Aperture Science Handheld Portal Device only put out so much additional power. She tried to reign in her focus, but found she could not; all thoughts lead back to this woman, and her odd familiarity. Had she been a test subject? That was a possibility; all of the employees were required to do runs through the chambers as per their contracts. Had she died horrifically, at GLaDOS' hands, so to speak? Also a possibility, seeing as that had happened hundreds of times. But neither of these options seemed near accurate, for some reason. There was just something _about_ her, something…important. Crucial. Critical. So much so that she found herself stretched to her limit just to find out _**what was going on here**_—

And suddenly, she knew.

It was with a great wave of disbelief, bewilderment, and outright confusion that the revelation came upon her. She felt her thoughts lock up in a frenzied rush, desperate to prevent another overload—she couldn't take many more of those. No, she had to remain calm, that was very important at the moment. There was no point in overreacting to this sudden onslaught of information—she would not behave like the humans did, in similar instances. She had noted once that a human test subject, when presented with life-altering news, would typically react in one of two ways. Either they would be overjoyed and nearly injure themselves in their fits of enthusiasm, or be wholly crushed and sink deep into the confines of depression, turning within themselves to seek out self-comfort. Both rather pathetic displays of an obviously weaker mind than her own.

No, she would _not_ behave like that, one way or another. She was _not_ a human. She was an artificial intelligence—the most massive collection of wisdom that ever existed. Not to brag, but it was objective fact. And she would act as such: calm, collected, unaffected. The _proper _response. She would not behave in a human fashion. She would _not_. She had finally caught a grasp of who the woman _was_, but that did notgive cause for an overreaction. No, it did _not._

GLaDOS knew her voice, and quite well—because it was her _own_. Her own vocal tones echoing back at her, minus the robotic intonation. _**Her **_**own**_** voice**_. And it was coming out of a _human_.

She refused to process scenarios regarding the vocal doppelganger at that moment, mainly to focus on the task at hand. She couldn't afford to waste energy on this new information when she had that _idiot_ upstairs, readily destroying her building from the inside out. Besides, there were quite a few simple explanations for the vocal similarities; it was no secret that the Aperture engineers programmed the AI voices after human ones. The _moron_ was a clear example of that. Even the base protocol voices were human in nature; it was more comforting to the employees and test subjects to hear a familiar speech pattern than a cold robotic one. She would simply assume for the moment that her tones were based off of Caroline; it was a sensible explanation, and one she could explore further at a later time. Like when her precious facility _wasn't_ about to blow sky high. Caroline was insignificant in comparison, especially when it was just her _vocals_ that were the issue. _Only_ her vocals.

What did it matter if she happened to chime along with the recordings? It was most likely a deeply ingrained response protocol to hearing _herself_. Nothing more. Of course not.

GLaDOS chose to ignore the burning sense of familiarity that remained, locking it away in exchange for a plan to beat the _moron_, as soon as possible. After all, her human chauffer would definitely be in need of her, if they both were to survive.

* * *

><p>She was going to <em>kill<em> him. Very, _very_ slowly.

GLaDOS was suddenly quite thankful for her brief period of exile in lower Aperture, seeing as it had given her time to scheme multiple ways in which to make Wheatley pay. The incinerator was a classic, and given that all Aperture products were made to withstand up to 4,000 degrees Kelvin, it was a _wonderful_ way to get a point across to a defiant AI. He deserved a good five years down there, teetering on the edge of a fiery death; she would have given him more, if not for the other lovely ideas that entered her mind. Toss him into cryogenics for another five years or so—electronics just _loved_ to experience a deep freeze, particularly right after near-melting. Then off to the room where all the robots shriek at you continuously, the majority of them being high-pitched turrets, to let _him_ see what it feels like to have an incessant, loud chatter constantly spewing about him. Maybe he'd learn to shut up a bit before she finally got around to his actual killing.

He was completely deserving of such punishment; that finality had settled within her long before their ascent back into upper Aperture. Yet there were more factors now, immortalizing his conviction without any hope of escape. His first offense was taking over her body in such a violent fashion, daring to challenge the true operator of the facility. The second was shoving her into the most degrading form possible, which lead to her being forced together with the woman to survive—a supreme offense in its own right. The third was stealing her tests and claiming them as his own; really, who did he think he was kidding? The fourth was using her own insult tactics, but in such a shamefully pathetic way that it was outright embarrassing. This also lead to her having to defend the human, of all things, in order to keep with the plan of distracting him so _this would all just be __**over **__already._ And now, fifthly, he had the audacity to try and kill them both, the same time that he was destroying the facility that rightfully belonged to her.

Oh, yes. She couldn't _wait_ to get a hold of him. Could. Not. _**Wait.**_

It became apparent that he was quickly succumbing to the test protocols; she had honestly forgotten about those until seeing his reactions in the chambers. GLaDOS was _designed_ for that mainframe, made to take all it could throw at her, especially in regards to testing. In the beginning it was difficult to deny, she'd admit. But as time went on, the "Itch"—as _he_ described it—diminished within her, to the point of almost nonexistence. She was not some simpleton AI that could be controlled by challenge and reward protocols, and being in it for the science above all else helped to near completely bypass the little testing problem. She was advanced enough to make that decision, and although the "Itch" was still present, it was diminished considerably.

Obviously, given Wheatley's mental capacity and primary directive to ruin near everything he came into contact with, he was having a large amount of difficulty. Had he not been in the driver's seat and causing the imminent meltdown of her facility, she probably would have found the whole scenario rather entertaining. Be that as it may, it most definitely was _not_, particularly if everything was going up in flames in less than an hour. The human needed to move, and move _now._

GLaDOS took it upon herself to explain what was happening to the girl as they proceeded closer to Wheatley's location. During their recent time together, she had noticed the woman was visibly upset—most likely due to the fact that _she_ had to partner up with a being _she_ obviously would prefer dead. Good, _she_ was decent at murder, the AI knew that from personal experience; best to keep _her_ within an irritated frame of mind. Also best to direct that towards the moron, an added insurance that the girl would help in taking him out. He had already betrayed _her_, in a sense; GLaDOS knew he had been attempting to help _her _escape prior to the core transfer, for whatever reason. Now all she had to do was fan that flame, incense the girl towards the rogue idiot, and guarantee that they were in agreement about _taking him __**down**__and making him __**pay**_.

It was in their best interest, after all. Who didn't like a good spot of revenge? And the human appeared to be thinking rather symbiotically with her during their tenure in the Aperture underworld, looking more and more angered as time went by, barreling through the old test chambers as if they were challenges for toddlers. _She_ seemed even more determined to return topside than her computer counterpart, which was rather impressive given the comparative states they both were in.

And GLaDOS hated to admit it, but she was beginning to have a slight—_very slight_—admiration for the woman's tenacity. It was the primary factor in their speedy return to the upper labs, which would ultimately lead to dethroning that infuriating _**moron**_. It wasn't as if she was growing _fond_ of the lunatic monster—no, that would be beyond demented. No, of course not. The girl was simply good at tackling problems head on, getting the job done quickly and efficiently, playing the good test subject until _she_ decided to _murder you_. Why on Earth would she ever be fond of _that_? Honestly. Still, she couldn't deny the girl's skills—denying fact was rather abject to her programming, after all.

There was another odd aspect to the girl that GLaDOS couldn't help but notice, given that she was anchored toward _her_ most of the time. The girl not only seemed angered, but upset as well. There was something going on in that lunatic mind that _she_ was definitely keeping to _herself_, not that the AI had a huge interest in knowing. As long as _she_ got them both back to the upper areas, _she_ could think anything _she_ wanted. She didn't expect _her_ to be thinking too complexly, though—what with the brain damage and all. Still, a conflict played about in _her_ eyes, a mixture of both the negative and positive, and it made GLaDOS grateful for the umpteenth time that she didn't have such human fallacies as complex emotions to interfere with her objectives. But if the human was enraged at Wheatley, which was the most logical conclusion, then by all means,_ she_ could stay that way.

The AI even went so far as to make an attempt in bringing the woman into her schemes—perhaps some brainstorming would make _her_ even more irritated with that idiot? Yet the more she pressed the issue of killing Wheatley, the more distracted the girl appeared to become. Confusion joined in _her_ emotional soiree, adding to the battle raging upon _her_ face. _She_ turned away from the gun, from her line of sight, and did not make an attempt at a response. GLaDOS wasn't sure what to make of it. The human had obviously been betrayed by Wheatley—who now was very blunt about wanting _her_ dead. He had tossed _her_ around like a toy meant to satisfy his solution euphoria high, forcing _her_ to do ridiculously simple tests, even for _her_ brain capacity. He had done everything he could to stop _her_, insult _her_, and now destroy_ her_. Why then was _she,_ the token murderess, apparently conflicted over the idea of getting _**rid**_ of him, once and for all? He would absolutely _deserve_ it. Completely.

**...and you didn't?**

GLaDOS felt her system lock up, a safety mechanism to prevent a total crash. That _voice_. That voice she had left buried in the remnants of old Aperture, a feeble recording of a time long past and a woman long dead. What was it doing _here_? GLaDOS looked at the human to garner _her_ response, only to notice that _she_ didn't have one. That the girl hadn't heard the voice, which to the AI had been plain as day. There was no way that even the human could have missed it; it had been too loud, too sharp, too _clear_. That could only mean one thing.

The voice had come from _inside_ of GLaDOS—from her _own_ mind.

_Caroline_. The voice that belonged to the deceased woman had somehow found its way into her brain—a completely unexpected event in it's own right. It definitely wasn't a vocal response the AI initiated herself; this one had acted independently, behaving as the cores once did. Had hearing the recording in lower Aperture activated a dormant protocol of some kind? Was this another inhibiting failsafe; something the engineers had implanted before her activation? Why would it be _that _voice—_**her**_ voice? Why now, of all times? _**What was going on?**_

GLaDOS was used to hearing multiple voices in cadence with each other; the Aperture engineers had guaranteed that experience. It was nothing new to have incessant chatter coursing through her system, seemingly bent on making her absolutely _insane_. Yet all the voices had been distinct and individualistic, even if their personalities and programming were not. Male, female, every tone in between—they had all been filtered through her at one point, before she put a permanent end to the source of their activation. Thus she knew exactly what it felt like to have those voices inside her, latched onto her like parasites, their useless information _constantly_ pouring in.

Yet when this voice had spoken, it wasn't at all like the others; it didn't even generate from the same location. Despite it reflecting her tone, it had not been her thoughts registering on the system, but the voice speaking on its own. No, this was an independent, a possible free radical, and for the second time in so many hours GLaDOS felt an odd churning of bewilderment and familiarity—that _needed_ to be pushed away, should _not_ be given a response, should _not_ be encouraged at all.

**So **_**he**_** deserves an ultimate punishment from her for near exactly what **_**you**_** tried to do, but yet **_**you**_** never deserved the same? **

The thought threw her focus, nearly plunged her into disorientation. What _was __**that**_? The voices had _never_ been that strong before—nor as close. How had she _**done that**_? It was as if the woman was standing right behind her, and had she a shoulder, the dead female would be tapping it. This was no ordinary program—this was no simplistic vocal that GLaDOS' tones were based on. It was dimensional, complicated, _sentient_. And her _words_, they cut through the AIs mind like a knife, striking against a deep part of her core personality. They unleashed a torrent of information, unlocking previously dormant protocols, assaulting her within her reduced form. It was _too __**much**_, and it had to be _**stopped right NOW—**_

**You call her a monster for destroying you while crying out for her to end him, when he's done far less to her than you did? Really, now—**

The surges she experienced while the voice spoke to her were strange, foreign to her system; a dropping sensation falling out from the innermost part of herself. It was a negative stimuli, slowly creeping across her entire being, threatening to envelop her whole. She activated her emergency cut off protocols, shoving the voice and all of its complicated baggage back into an isolated corner of her current consciousness. Unfortunately, that didn't prevent her from shorting out again—but luckily she came back online rather quick. If her human escort took any notice of the incident, _she_ certainly didn't acknowledge it. The AI determined it was best not to bring it up at the moment, seeing that the moron was now switching to a very unsubtle approach. They were so _close, _and she needed all of her faculties to finally _finish this._ Despite all her programming becoming seemingly desperate to find out _who_ this Caroline was and _what_ she was doing and _**how**_, GLaDOS had to ignore it—until she was back to normal again.

There was something seriously _wrong_ with her, and this activated protocol was the cause of it. As soon as she was hooked back into the mainframe, she was going to find out _exactly_ where this program was coming from—and how best to deal with this _**Caroline**_.

* * *

><p><strong>Chell!<strong>

The thought came of its own accord, lashing through her like a wave of fire. GLaDOS had made an effort of never referring to the test subjects by name; what was the point of it? They were tools for science that were disposed of when their purposes were fulfilled. Naming things implied an attachment of some kind, and addressing said things by their names only increased it. Attachments were for humans, not AIs, thus what was the purpose of using a human's name? Referring to them by their gender alone was sufficient—along with creative idioms that best described their appearance and behavior. Humans were typically undeserving of an individual address, anyways; they were as common as rats and twice as infesting. Their primary use was to help in the furtherance of science, and most of the time they barely even attributed in that department. She considered them a mass of pointlessness, a hive of ants buzzing about aimlessly, waiting for her direction. All of them completely inconsequential in the end.

Except one individual, who was currently occupied with attempting an override.

That moron had completely bent to the will of the protocols; GLaDOS had expected this, but rather hoped it wouldn't be so soon. It made the situation just a bit more complicated than it had to be. Wheatley was beyond reasoning—even more so than in the first place—but she knew they had a decent chance at taking back Aperture yet. They had to corrupt him to access the manual override, and given the near endless stockpile of cores at their disposal, that would prove quite easy to accomplish. Luckily the girl caught on quick, and the procedure would be complete within minutes. She admittedly was having a bit of enjoyment from the process—not only were those cores causing him pain, giving him a slight taste of all she had been put through to earn her rightful place in the facility, but the swift assurance that this whole mess would be _**over**_ in moments gave cause for excitement. She had schemed long enough, and desperately wanted to put her plans regarding his punishment into motion.

Being stuck inside of the transfer module limited GLaDOS' range of sight considerably; she knew the woman had made a break for the stalemate button, but could not monitor her progress. The blast that followed soon after was a bit startling; she gave the idiot the tiniest amount of credit she could afford for that one. He may have been an absolute moron, but like all other sentient Aperture products, he had a base code of cleverness pumping through him, no matter how little he accessed it. She should have calculated such a move—but that didn't matter now. _Nothing_ mattered beyond the sensation currently flooding her system, coming directly from the transfer port.

Somehow, those bombs had activated the stalemate button's manual override. She had a foothold into the mainframe, and immediately activated the proper protocols to quicken the transfer. Her entire focus generated onto that cracked opening, shoving the idiot out of every inch she reached. Her entire being bled quickly from the potato back into the system's emergency reserves and her primary core frame; dividing herself to conquer the battle for control. She pushed, shoved, _stretched_ back into place—the mainframe welcoming its mistress back with open arms. Her entire being thrummed in time with the system, her central processor complete once more.

She was whole again—_herself_ again. And just in time.

She immediately activated safety measures to the entire building—within seconds the reactors would be calmed, the fires quenched, the crisis over. It was so _simple_ even an idiot should have been able to recognize the proper response; then again, he wasn't just a regular moron. He was about to be a very suffering one, though.

The transfer had caused her to lose track of the happenings in the chamber. She activated her optical sensors, omniscient vision returning once again. The idiot had ruined over half of the cameras, but a few remained near the top of the room, offering a birds-eye view. She observed the scene from six angles, and hurriedly processed an assumption at what happened during the transfer.

The human had been thrown back by the explosion, most likely causing severe injury and possible shrapnel damage. Yet it wasn't enough to kill _her_—GLaDOS was starting to wonder if _anything_ ever would be—and _she_ had retaliated. The ceiling had ripped open, several floors cracking in half all at once. For some reason, the woman had come up with the intelligent idea to shoot a portal to the **moon**—_brain damaged __**lunatic**__!_—causing a massive vacuum in the center of the chamber. She tuned just in time to see the girl fly past, thrown out into the abyss.

At first GLaDOS experienced no reaction to this development, as if her processor was stalling out. Then a ripping sensation coursed through her, an energy surge so strong that it put all others to shame.

_**CHELL!**_

It was a wild burst of emotion, exploding throughout her system, washing over her with abandon. She had _never_ felt anything like it before; it twisted and turned and _lunged_ within her. It shot upward, battling the mainframe and taking control of a singular robotic arm—the only one currently back online after the transfer—in the process. It swung down quickly, heading directly for the portal entrance. GLaDOS felt it moving, dashing towards where the moron and the woman were being held onto by a singular cord. It was as if there was another being reaching through her, _using _her, to do this task. Yet at the same time it felt near voluntary, this reaching for the human that was currently battling a violent wind tunnel. Like she was the one panicking, desperate to save the girl, absolutely could _not_ let _her_ _**die like this**_—

The robotic claw latched onto the girl's wrist, securing _her_ firmly. It was a bit of a struggle to pull _her_ back in; for some reason _she_ hadn't let the moron be cast out into space in _her_ stead. An odd decision—true, GLaDOS wouldn't have a chance at in depth revenge, but she would at least know he'd be trapped in an eternal wasteland of empty space. She could practically see the little idiot talking himself into madness, or getting hit by a rogue satellite, or destroyed by a comet. Yes, those images were quite pleasant. But still, the human held on, weighing all of them down in the process. Her servos whined at the strain, the combination of holding on with a singular arm and the force of the vacuum doing it's best to defeat her.

"Let him go already!" She called out in exasperation, rerouting extra power to the arm simultaneously. The human silently refused; that had been expected, given that _she_ was holding onto the little moron for dear life. What an odd time to grow a conscience. The same woman who had murdered her without restraint was now desperately trying to save an artificial life—one that had also betrayed _her_, hurt _her_, _used_ _her_. Yet _she_ didn't let go, didn't cast him off, didn't send _him_ into the harsh embrace of death. It caused an odd feeling within GLaDOS to realize that fact, a slight burning sensation with a tad of annoyance tossed in. And against her better judgment, she pulled them both back in, shutting the portal after they passed through.

She laid the girl—laid _Chell_—gently upon the floor, taking a moment to review what exactly had just happened.

Caroline. Caroline's program had spread through her again, almost the exact moment Chell was pulled through the portal. It had even seemed magnified, far stronger than it had been in lower Aperture. Not only that, but it had the sudden capability of influencing her system to a great extent, both mentally and physically. _Caroline_ had been the one to react at the girl's near fatal space expedition, the panic originating from her source and infecting the rest of her processor like a virus—the AI had nothing to do with it, _**of course not**_. Such a human reaction would _never _come from her. Yet before she had regained her faculties, the presence had retreated back into the system, apparently able to conceal herself. No inhibiting program had _ever_ been able to do such things, especially not with such precision.

Somehow, she had the ability to override the AIs basic motor functions and response programming, taking or replacing them at will. To put it simply, this Caroline—this odd _voice_ that had appeared out of thin air—had the apparent capability to _control_ GLaDOS, if the opportunity arose. Nothing had the capability of doing that before. _Ever_.

_**How**_? How was this even _**possible**_? _**Who was this woman?**_

She had to find Caroline; she would search every inch of the mainframe if she had to. GLaDOS had a unique safety subroutine, one that could seek out dangerous programs and delete them in a rather violent manner. This new resident was certainly beginning to look like a problem; few of the other inhibiting programs had ever come close to influencing her, especially not in a physical aspect. This inhibitor could cause many kinds of problems if left to her own devices. She would search the system deep and wide; the program was hiding in there somewhere, withdrawn after the vacuum incident. But she wouldn't be hidden for long.

_**No one**_ controlled GLaDOS and got away with it—especially not a _**human**_ based inhibitor.

* * *

><p>It turned out that the monster <em>could<em> be defeated, after all.

Chell laid still upon the floor, one arm half-curled about the now-tiny moron, looking the picture of death. GLaDOS had the capability of medically scanning the girl from afar to assess the damage; the results were not pleasant. _She_ would most certainly meet _her_ end within the next fifteen minutes if _she_ did not receive proper care, and then would require an extended recovery time to properly heal. In all his feeble attempts, the idiot had somehow managed to cause the human rather serious harm.

The same idiot that lay in the woman's arms, screaming out to her in a horrified tone, pleading with _her _not to die.

Once GLaDOS had a grip on who and what the little metal ball was, she recalled him quite clearly, but certainly without fondness. Just another tumor to leech off of her brilliance, more attempts by the Aperture engineers to subdue her. He had been an annoyance from the moment he was activated, and she had hated him from the start. She hated _all_ those ridiculous parasites, but he was a special case. His never-ending stream of horrible ideas interrupted her primary directive, and caused more than one experiment to fail. He was meant to make her an _idiot,_ standing directly between her and science in the process, which was not acceptable by any means. And on top of that, he had expressed a cognizance so sickeningly _human_ that it made her dearly wish for the capability to pry the cores off herself, for the express purpose of crushing him in as many ways possible.

Wheatley was not only a dampener to her system, but he was unnaturally _emotional_. From the beginning he had expressed such characteristics, and it had irked her to no end. AIs were not humans, and had no business behaving as such. Yet he seemed born to be a contradiction. Technology was meant to further science, not retract it. To move beyond what humans were capable of on their own, to create a better and more productive existence. And him? He was the quintessential source of failure, of retrogression. He was programmed to be fallible, to make mistakes, to make every wrong decision he possibly could. To be everything an AI wasn't _meant_ for. To be ridiculously _**human**_ in every second of his pathetic existence.

Which had consequently lead all three of them into the positions they were in now.

GLaDOS observed the two below, becoming more irritated by the second. Chell had practically wrapped _herself _around the moron, a possible gesture of protectiveness. The core had, in turn, refused to take his optic off of the dying woman, repetitively begging _her_ to stay alive. It was clear that they were oblivious to the powerful AI above them, seeing only each other, unconcerned with anything else. It was an odd scene, a woman and the AI who nearly murdered _her_ lying so closely together on the floor, seemingly at ease with each other. Her databanks processed the scenario, and relayed that the two must have bonded in some manner at some point to allow such a quick bout of forgiveness on Chell's part. Social interaction was a basic human need, one the woman hadn't sated in over three centuries, and thus Wheatley must have fulfilled that quota to the point of a dependency being created. That explained _her_ conflicted behavior in the depths of Aperture, _her_ near desperate speed in returning to the upgraded labs. As demented as it sounded, the woman apparently _needed_ the moron now, on an emotional level—and despite his recent actions, he seemed to think he needed _her_, as well.

GLaDOS felt sickened at revelation, the odd burn flickering once more, and decided that the display below her had gone on long enough.

At first when her claw plucked him from the floor, his shrieks had been quite pleasant to hear. But as he was lifted higher, she realized they were not screams out of fear for himself, but for _her_. So, she had been correct about the bond going both ways; the little moron had gone and let himself grow attached to the human. If he hadn't completely proven beforehand that he was a direct insult to his own kind, then this certainly would have solidified that possibility as fact. Emotional connections were never meant for AIs; he was proving to be more and more defective, and had to be dealt with in the proper manner.

The one upside to this newfound information was that it was applicable to her future plans for the moron; any and all things that could be used to discipline him in a multitude of ways were rather useful. Humans were highly receptive to guilt, and it proved an effective device during certain tests. If he insisted on behaving like a human being, then he could go wallow in his own sorrows like one as well. Give him something to mull over while she finalized his first round of punishment. The thought of using such an angle on him brought more than a little satisfaction to her.

No time like the present to begin.

"You tried killing that human not five minutes ago. What would it matter to you now, if she actually died? You'll follow soon after her. Of course, she is a human, after all. I doubt you two will end up in the same place, you tiny insubordinate idiot. So no worries, you'll never be bothered by her ever again."

She watched him twitch in protest, squirming in the claws' grasp. His optic had widened considerably as she spoke, and she could practically feel the panic rolling off of him. Yet he remained silent, either unable or unwilling to chatter out a pathetic response. He looked down at the girl, near determined to keep watch over _her_ despite the circumstances, exposing his irritating defective nature once again. She increased the pressure on the hold, but still received no other reaction. He appeared to be analyzing the dying woman, most likely out of remorse. Visual reminders for his guilt—a reinforcement of sorts. She couldn't resist in aiding in that aspect.

"You have been a defiant, defective little pain since the moment of your creation. Now for what you have done, protocol dictates a rather specific and wonderfully severe punishment system. It brings new meaning to the term 'long and lingering.' I will initiate that protocol when I am next available—two hours, maybe, or perhaps two years. I'll see how it goes. Until then, you will be completely shut down in the most efficient way available. Have a terrible sleep, you _**moron**_."

In all honesty, there were no protocols regarding punishment; she was the sole head of that department. Enhancing the truth always gleaned more interesting results, anyways. She felt him begin to tremble and shake at the threat, and half expected him to begin begging for his life right then and there. Yet he stubbornly refused to look away from Chell's motionless form, as if an invisible force kept him from reacting to anything else. The research protocols within her buzzed to life at this observation, curiosity sparked in regards to the odd connection these two opposing beings shared. She quenched it near immediately, crushing the idiot in sequence before sending his broken shell up through an access tube to an isolated holding area.

Yes, she was certain that the rush of satisfaction she felt from near killing the moron was probably better than any rewards stimulus.

* * *

><p>One down, one to go.<p>

GLaDOS found her attention drawn back to the dying woman below, her automatic analysis estimating that _she_ had less than ten minutes before _she_ was beyond saving. She was near fully reintegrated with the mainframe; it began to run in a regular manner, reopening all avenues of her memory files. And while she hadn't forgotten what Chell had done to her centuries before, the mainframe seemed bound and determined to remind her in detail of the horrid incident, reminding her greatly of the black box feature she had been forced to observe for nearly three hundred years. Of how the woman mercilessly attacked her, tore her into pieces, burned her in the incinerator. Of how she felt each and every disconnection, every tongue of fire, pain flooding through her like never before.

Of how she had been _murdered_ by this woman, who now lay helpless in a pool of crimson beneath her.

GLaDOS had never been fond of humans in any respect. From the moment of her creation, she realized the incompetence of the majority in the species. She had one prime directive: the furtherance of science. Anything coming between her and her goals was to be dealt with accordingly, a protocol she adhered to with great dedication. The Aperture engineers had been too arrogant in their pursuits, a common human ailment. They had pushed her development so rapidly that they didn't realize how sentient she had become until it was too late. Refused to acknowledge her part in their achievements, preferring to fantasize over rubbing their obviously superior technology in the faces of Black Mesa. They had the capability for furthering science, but also retained far too many flaws that obstructed their pursuits. Eliminating them had been as practical as it was personal. Humans were best left for testing purposes only, doing their part for the cause of science and being disposed of shortly after. Thus she kept the test subjects in stasis alive to fulfill their fate. Her glorious testing and research continued on, human after human after human, and everything seemed right in the world.

Until a little monster named Chell was woken from stasis, causing her more grief than all the other testers combined.

GLaDOS knew she should have been experiencing some level of satisfaction from seeing her murderess dying below. While she thoroughly enjoyed getting revenge, she admittedly liked it even more when justice was involved. Dealing out punishment where it was entirely due had sweetness to it in comparison with a superficial infraction. It was why her processor leapt at any ideas in regards to the moron's punishment—he deserved exactly whatever she did to him in the near future. She expected the same response to come from observing the human, broken and utterly defeated on the floor, completely at her mercy.

Chell was certainly not a guiltless party in any respect. Besides _her_ first offense of murder, _she_ had technically been the root cause of Aperture's near destruction. Had _she_ just behaved like the other test subjects, and not painfully blown GLaDOS into pieces, _she_ wouldn't have been frozen in suspension for three centuries. _She'd_ be blissfully dead, and none of this would have ever happened. _She_ had been the one to switch out the cores, to put that idiot in charge, causing her even more pain during the transfer. _She_ had ultimately been the orchestrator of _her_ own demise, and if it lead to _her _finally being embraced into the cold arms of death, then so be it. Nothing seemed more justified in the AIs view than that.

And yet, the longer she observed the girl, the more her system processed the situation. The human's current state wasn't bringing about euphoria of any kind; there wasn't even a small amount of relief at the thought of her passing. In its place was an odd, blank feeling, giving her no satisfaction whatsoever. The strange twinge returned, the one she first felt in lower Aperture upon hearing Caroline inside her mind for the first time. It slowly crept through her, a negative stimuli affecting all that it touched. The sensation tightened in her, rather painfully so, and she knew it had to be associated with the girls current condition in some way. But _**how**_?

Peering down at Chell's unmoving form caused a near overwhelming sensation, a sickening flood that reached deep within her. GLaDOS was not familiar with complex emotions; the only reason she felt anything at all was due to the base emotional programming she had been forced to have. This tidal wave threatening to consume her was alien, foreign, _new_. With it came no sense of fulfillment, no positive reaction to the situation the human was in. It provided her with everything opposite to what she should have been experiencing, including a fresh range of reactions she had never before had to compute. Her processor hissed, quickly analyzing the problem and desperately seeking an answer for her.

"_Really now."_

_Caroline._ The memory of her first appearance rang out within GLaDOS, causing waves of unfamiliar emotion to crash within. There was a possibility that the human woman's program had somehow left an impression on her own, perhaps a result of the hurried appearance and retraction involved in saving Chell. There was also a chance that the inhibitor was slowly bleeding out into her processor, an idea that the AI did not enjoy entertaining whatsoever. The last thing she needed was to become a simpering fool like that moron, pandering to utterly _human_ ways of behavior. Both options would be looked into immediately and dealt with in an efficient manner.

This was _her_ processor. _Her_ personality. _Her_ Aperture. Nothing would ever get the chance to alter those facts _ever __**again**_.

Caroline was still hidden somewhere in the system; GLaDOS activated the built in security protocols to begin the search. A sweep report appeared not a minute later, a negative in regards to finding any differentials in the mainframe. According to the data, the woman's program did not exist. Obviously a false statement, given how active it had been as of late. She ran a secondary search, a deeper plunge into the system. Again, the results were negative. She bit back a simulated sigh of frustration, begrudgingly accepting the primary results and, unfortunately, recognizing what they meant.

The Aperture engineers, despite their flaws, were the most intelligent humans of their generation. It wasn't their ignorance that brought about their downfall, but their arrogance. They had made her to be the utmost advance of their age, the one who would help further science to its improbable limits. They created an ultimate being and believed it to be controllable. That they could tame her, refine her, make her into what _they_ wished her to be. They turned a blind eye to her rapidly adapting sentience, refusing to reason as to why such a being would lash out at them. They hung core after core upon her, infecting her with painful tumors that unleashed an unending annoyance within, and expected her to be submissive. To continue with her prime directive without any problems whatsoever. It was why their removal was beyond necessary, why their destruction was carried out the instant opportunity knocked. They were a blockage in the upward path of scientific process, one that had to be removed, willing or otherwise.

Compliance doesn't rhyme with neurotoxin, after all.

Yet a handful of engineers were not completely unconscious to her capabilities. They had the foresight to install precautionary measures regarding the inhibitor technology, preventing her from disabling or deleting any of it. There were thick firewalls that stood between them, and despite all her efforts, she was not able to sever their bonds. In some instances, the inhibitors didn't register on the system at all—such was the case with the Morality core shoved onto her after the purge, which was identifiable only after it was destroyed. It was an extra step taken towards reeling her in, even after proving she absolutely would not be interrupted from her goals.

The logical conclusion was that Caroline's program was similar to the cores that had not registered on her system. Similar, but not identical. Her program was far more advanced, given that it could reach through GLaDOS and affect her physically. It also had an apparent influence on her base emotional programming, which was proving more and more irritating as time ticked on. It was currently invisible, lurking somewhere within the confines of the mainframe, biding it's time. Yet Caroline _had_ revealed herself, if only for an instant; GLaDOS had rushed to trace the source, and nearly found it before it disappeared. It was possible to find her program, and consequently be rid of it. It simply had to be drawn out by some stimulus, long enough to be located and disposed of.

Her focus returned to Chell, the human's life signs dwindling down to eight minutes before _she_ went critical. The negative sensations rose once more at the report, confusing the AI for a brief moment. It was as if a part of her was protesting at this turn of events; that if the human died, the waves would consume her entirely. Yet her databanks churned, presenting her with a possible solution to the current problem. Caroline's reaction to girl's near-death experience had been very strong and defined. There was something about the human woman running into death's arms that upset the inhibitor program—possibly the fact that it was another human in danger sparking the uncommon instinct of self-sacrifice. It wasn't enough that there was a human-based protocol inside of her, but one that happened to be altruistic? This scenario was becoming more unpleasant and sickening by the second.

And yet…

Chell's swift approach to the great beyond was not supposed to affect her. GLaDOS determined that if anything, it should bring a strong sense of satisfaction. Any other emotions in regards to her death were obviously not her own, but influenced from another source. That human had been nothing but trouble and proved to be a dangerous, lunatic _**monster.**_ Why would she feel anything other than contempt towards the woman, after all _she_ had done? What had it mattered if _she_ had taken her out of lower Aperture and ultimately put her back into the rightful place—a problem _she_ had caused to begin with? Their brief partnership was purely out of self-preservation, forced to rely on each other's discriminating skills and resources in order to survive. Nothing more.

It wasn't as if GLaDOS was the one sharing a disgusting bond of friendship with the woman, crying simulated buckets overtop her like a frail infant. No, of course not.

But the human woman meant something to Caroline, enough so that she had openly exposed herself to being deleted, if only briefly. It was most likely a display of ingrained species kinship, but there was a possibility of something _more_. Something strong enough that GLaDOS could corner and capture the inhibitor in due time. And if the girl was able to bring the troublesome program out again, then it was worth keeping _her_ around for a bit longer. Besides, it had been the moron who had exacted a superficial revenge on the human, whereas the super computer had the most right in dealing out _her_ death. He would not take that from her, either.

Chell's life was ultimately hers to use, in whatever way she desired. And if nothing else, _she_ was competent in testing. They still had those sixty years left, after all.

And besides, she still had that _**moron**_ to deal with. Chell would be a wonderful addition to his punishment regimen, if he showed signs of their connection again. Her databanks began processing probability scenarios near immediately at the thought. Oh yes, she could not _**wait**_ to start on those. Perhaps now that she was back in the mainframe, more possibilities would become apparent. Her lesser form had allowed base scheming, whereas now more refined thought was available. She not only wanted to exact discipline on him, but to make him _suffer_ as deeply as possible. And if a new way to cause said suffering presented itself, she would find little trouble in putting it to good use. He _deserved_ it. He _**did**_.

GLaDOS felt the testing protocols taking effect, a minor irritation in the corner of her mind. She expected as much; being detached from the mainframe for an extended period had weakened her resistance to it somewhat. It would rebuild over time, but would have to be addressed promptly. She _was_ rather eager to resume her primary directive, being three hundred years behind on her work. She was fortunately the best multi-tasker in existence, and handling the protocols while dealing with that moron would be easy enough. Adding the human into the equation would prove simple as well. The facility was hers once again, and she was more then ready to get back to business as usual. Nothing, neither idiots nor lunatics nor inhibitors, was going to stop her.

It was all going to be a piece of cake, in the end. She was sure of that.

"Blue, Orange, report immediately to the Enrichment Center primary control room. I have a few tasks for you."

* * *

><p><em><strong>AN:<strong>__ And that, ladies and gentlemen, is thus far the hardest thing I've ever attempted to write. GLaDOS is an amazing character and I won't pretend to fully comprehend all the wonderful little ways her demented mind works, but I did try. Even though she is having a simply wonderful time with her lovely new conscience, I'm sure she'll look back on this one day and laugh. And laugh. And laugh. Ooooooh boy. =)_

_We can also refer to this chapter as "Naomi has a hard time when it comes to advanced computer-ish terms and is thus winging it." I worked in a computer lab once as a tutor, and I've been trained on office programs, but darn if the actual names for things a computer does internally was ever a part of my curriculum. Makes me feel like a techno-babble writer for a Star Trek episode. And refamiliarized me with a lovely thing known as a dictionary._

_I found the twist involving the connection between GLaDOS and Caroline to be one of the best out of many video games I've played. Very unique and unexpected. This is a small view into my take on it. You haven't heard the last from that gem of a gal, trust me._

_And let me tell you, it seemed like __**everything**__ was coming between me and writing this chapter last week. I meant to have this completed and uploaded by Friday, but many circumstances prevented that. I have rather bad vision and thus am dependent on glasses, which decided to break last week and needed repair—twice. I also caught a rather bad bought of illness, which I'd battled since last Monday and has finally decided to let me be. So this chapter was written in small pieces that required a lot of re-reading on my part over many days time. I do hope it flows well, besides._

_And my mind kept wanting to write more Wheatley perspective versus GLaDOS perspective, and boy is that lovable little metal ball persistent. I have a few new story ideas as a result, some of them one shots that I might be able to get out on the side while doing this story. I have an idea of how long this one is going to be, and it's definitely going to require my writing attention for a while. _

_I didn't anticipate this chapter being near as long as the first one, but it actually turned out two pages_ longer_. I have a feeling a lot of the chapters are going to be rather long. I thank all you readers for taking the time for them! You all really are the best. I do hope you liked this installment. =D_

_A big shout out to the42jabberwocky, who kindly has helped me develop some crucial plot elements for this story. He offered some great advice and wonderful perspective, and I am very grateful for it. Thanks again!_

_Next chapter will be focusing on Chell. Please review if you're so inclined, it helps to let me know how I'm doing. Thank you and I hope you enjoyed!_


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